-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lzMhPfetLuqxaKjS5y43UwC8Ibd9+u4+8M+mvl1/olo6/KwYCWR9eG7mFTJdEI3/ bAIc/sPs5QOH8FnDTkVaPg== 0000091882-95-000008.txt : 19950512 0000091882-95-000008.hdr.sgml : 19950512 ACCESSION NUMBER: 0000091882-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950511 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH CAROLINA ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000091882 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 570248695 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03375 FILM NUMBER: 95536566 BUSINESS ADDRESS: STREET 1: 1426 MAIN ST CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8037483000 MAIL ADDRESS: STREET 1: MAIL CODE 073 CITY: COLUMBIA STATE: SC ZIP: 29218 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-3375 South Carolina Electric & Gas Company (Exact name of registrant as specified in its charter) South Carolina 57-0248695 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1426 Main Street, Columbia, South Carolina 29201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (803) 748-3000 Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes . No . APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of April 30, 1995, there were issued and outstanding 40,296,147 shares of the registrant's common stock $4.50 par value, all of which were held, beneficially and of record, by SCANA Corporation. 1 SOUTH CAROLINA ELECTRIC & GAS COMPANY INDEX PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 1995 and December 31, 1994................................... 3 Consolidated Statements of Income and Retained Earnings for the Periods Ended March 31, 1995 and 1994........... 5 Consolidated Statements of Cash Flows for the Periods Ended March 31, 1995 and 1994........................... 6 Notes to Consolidated Financial Statements................ 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................. 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings.................................... 12 Item 6. Exhibits and Reports on Form 8-K..................... 12 Signatures....................................................... 13 Exhibit Index.................................................... 14 2 PART I FINANCIAL INFORMATION SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED BALANCE SHEETS As of March 31, 1995 and December 31, 1994 (Unaudited) March 31, December 31, 1995 1994 (Thousands of Dollars) ASSETS Utility Plant: Electric............................................. $3,220,943 $3,165,391 Gas.................................................. 307,228 307,929 Transit.............................................. 3,413 3,785 Common............................................... 77,040 77,327 Total.............................................. 3,608,624 3,554,432 Less accumulated depreciation and amortization....... 1,191,836 1,171,758 Total.............................................. 2,416,788 2,382,674 Construction work in progress........................ 591,521 571,867 Nuclear fuel, net of accumulated amortization........ 39,085 43,591 Utility Plant, Net............................... 3,047,394 2,998,132 Nonutility Property and Investments, net of accumulated depreciation............................. 11,903 11,931 Current Assets: Cash and temporary cash investments.................. - 346 Receivables - customer and other..................... 126,105 127,679 Receivables - affiliated companies................... 13,989 18,121 Inventories (at average cost): Fuel............................................... 37,328 31,310 Materials and supplies............................. 42,110 43,228 Prepayments.......................................... 15,386 14,389 Accumulated deferred income taxes.................... 17,931 17,931 Total Current Assets............................. 252,849 253,004 Deferred Debits: Emission allowances.................................. 22,374 19,409 Unamortized debt expense............................. 11,538 11,690 Unamortized deferred return on plant investment...... 9,553 10,614 Nuclear plant decommissioning fund................... 31,805 30,383 Other................................................ 244,038 251,928 Total Deferred Debits............................ 319,308 324,024 Total................................. $3,631,454 $3,587,091 See notes to consolidated financial statements. 3 SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED BALANCE SHEETS As of March 31, 1995 and December 31, 1994 (Unaudited) March 31, December 31, 1995 1994 (Thousands of Dollars) CAPITALIZATION AND LIABILITIES Stockholders' Investment: Common Equity: Common stock ($4.50 par value)...................... $ 181,333 $ 181,333 Premium on common stock and other paid-in capital... 646,002 633,441 Capital stock expense (debit)....................... (5,415) (5,443) Retained earnings................................... 339,353 324,101 Total Common Equity............................... 1,161,273 1,133,432 Preferred stock (Not subject to purchase or sinking funds).............................................. 26,027 26,027 Total Stockholders' Investment.................... 1,187,300 1,159,459 Preferred stock, net (Subject to purchase or sinking funds)........................................ 47,763 49,528 Long-term debt, net..................................... 1,269,060 1,231,191 Total Capitalization............................ 2,504,123 2,440,178 Current Liabilities: Short-term borrowings................................. 99,680 100,000 Notes payable - affiliated companies.................. 22,374 19,409 Current portion of long-term debt..................... 34,120 33,042 Current portion of preferred stock.................... 2,338 2,418 Accounts payable...................................... 39,993 61,466 Accounts payable - affiliated companies............... 42,305 33,357 Customer deposits..................................... 12,569 12,668 Taxes accrued......................................... 27,710 46,646 Interest accrued...................................... 21,808 21,534 Dividends declared.................................... 30,016 28,489 Other................................................. 14,376 15,525 Total Current Liabilities....................... 347,289 374,554 Deferred Credits: Accumulated deferred income taxes..................... 510,934 503,723 Accumulated deferred investment tax credits........... 80,739 81,546 Accumulated reserve for nuclear plant decommissioning. 31,805 30,383 Other................................................. 156,564 156,707 Total Deferred Credits.......................... 780,042 772,359 Total ................................. $3,631,454 $3,587,091 See notes to consolidated financial statements. 4 SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS For the Periods Ended March 31, 1995 and 1994 (Unaudited) Three Months Ended March 31, 1995 1994 (Thousands of Dollars) OPERATING REVENUES: Electric.................................... $230,609 $234,889 Gas......................................... 77,124 77,411 Transit..................................... 1,026 1,021 Total Operating Revenues............... 308,759 313,321 OPERATING EXPENSES: Fuel used in electric generation............ 36,094 40,993 Purchased power (including affiliated purchases)..................... 24,481 28,468 Gas purchased from affiliate for resale................................ 42,284 43,956 Other operation............................. 52,246 51,377 Maintenance................................. 13,851 14,725 Depreciation and amortization............... 27,709 26,690 Income taxes................................ 25,875 26,427 Other taxes................................. 19,030 17,165 Total Operating Expenses............... 241,570 249,801 OPERATING INCOME.............................. 67,189 63,520 OTHER INCOME: Allowance for equity funds used during construction....................... 2,406 2,073 Other income (loss),net of income taxes.............................. (137) (101) Total Other Income..................... 2,269 1,972 INCOME BEFORE INTEREST CHARGES................ 69,458 65,492 INTEREST CHARGES (CREDITS): Interest expense............................ 26,829 21,775 Allowance for borrowed funds used during construction.................. (2,620) (1,623) Total Interest Charges, Net............ 24,209 20,152 NET INCOME.................................... 45,249 45,340 Preferred Stock Cash Dividends (at stated rates)........................... (1,434) (1,539) Earnings Available for Common Stock........... 43,815 43,801 Retained Earnings at Beginning of Period................................... 324,101 291,713 Common Stock Cash Dividends Declared.................................... (28,563) (28,100) Retained Earnings at End of Period............ $339,353 $307,414 See notes to consolidated financial statements. 5 SOUTH CAROLINA ELECTRIC & GAS COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Periods Ended March 31, 1995 and 1994 (Unaudited) Three Months Ended March 31, 1995 1994 (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income........................................... $ 45,249 $ 45,340 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization...................... 27,743 26,729 Amortization of nuclear fuel....................... 4,974 3,835 Deferred income taxes, net......................... 7,020 14,909 Deferred investment tax credits, net............... (807) (481) Net regulatory asset-adoption of SFAS No. 109...... 1,186 (929) Nuclear refueling accrual.......................... 1,740 1,756 Allowance for funds used during construction....... (5,026) (3,696) Over (under) collections, fuel adjustment clause... 24,965 5,053 Early retirements.................................. (6,445) 113 Emission allowances................................ (2,965) - Changes in certain current assets and liabilities: Decrease in receivables........................... 5,707 6,380 (Increase) decrease in inventories................ (4,900) 3,764 Decrease in accounts payable...................... (12,525) (36,546) Decrease in estimated rate refunds and related interest................................ - (727) Decrease in taxes accrued......................... (18,936) (20,238) Increase (decrease) in interest accrued........... 274 2,376 Other, net........................................ (14,092) 2,370 Net Cash Provided From Operating Activities............ 53,162 50,008 CASH FLOWS FROM INVESTING ACTIVITIES: Utility property additions and construction expenditures....................................... (82,563) (110,608) Nonutility Property and investments.................. (7) (136) Principal noncash items: Allowance for funds used during construction....... 5,026 3,696 Transfer of assets from SCANA...................... - 6,285 Net Cash Used For Investing Activities................. (77,544) (100,763) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds: Equity contribution from parent.................... 12,587 10,652 Other long-term debt............................... 37,577 - Repayments: Other long-term debt............................... (287) (207) Preferred stock.................................... (1,846) (1,770) Dividend payments: Common stock....................................... (27,000) (28,400) Preferred stock.................................... (1,470) (1,558) Short-term borrowings, net........................... (320) 82,394 Fuel financings, net................................. 4,795 482 Advances - affiliated companies, net................. - 5,302 Net Cash Provided From Financing Activities............ 24,036 66,895 NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH INVESTMENTS........................... (346) 16,140 CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1....... 346 193 CASH AND TEMPORARY CASH INVESTMENTS AT MARCH 31........ $ - $ 16,333 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for - Interest (includes capitalized interest of $2,620 and $1,623)...... $ 26,372 $ 19,233 - Income taxes......................... 2,055 2,754 See notes to consolidated financial statements.
6 SOUTH CAROLINA ELECTRIC & GAS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1995 (Unaudited) The following notes should be read in conjunction with the Notes to Consolidated Financial Statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. These are interim financial statements and, because of temperature variations between seasons of the year, the amounts reported in the Consolidated Statements of Income are not necessarily indicative of amounts expected for the year. In the opinion of management, the information furnished herein reflects all adjustments, all of a normal recurring nature, which are necessary for a fair statement of the results for the interim periods reported. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A. Principles of Consolidation: The Company, a public utility, is a South Carolina corporation organized in 1924 and a wholly owned subsidiary of SCANA Corporation (SCANA), a South Carolina holding company. The accompanying Consolidated Financial Statements include the accounts of the Company and South Carolina Fuel Company, Inc. (Fuel Company), an affiliate. Intercompany balances and transactions between the Company and Fuel Company have been eliminated in consolidation. The Company has entered into agreements with certain affiliates to purchase gas for resale to its distribution customers and to purchase electric energy. The Company purchases all of its natural gas requirements from South Carolina Pipeline Corporation. The Company purchases all of the electric generation of Williams Station, which is owned by South Carolina Generating Company, Inc., under a unit power sales agreement. Such unit power purchases are included in "Purchased power." B. Reclassifications: Certain amounts from prior periods have been reclassified to conform with the 1995 presentation. 2. RATE MATTERS: With respect to rate matters at March 31, 1995, reference is made to Note 2 of Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. No changes have occurred with respect to those matters as reported therein. 3. RETAINED EARNINGS: The Restated Articles of Incorporation of the Company and the Indenture underlying certain of its bond issues contain provisions that may limit the payment of cash dividends on common stock. In addition, with respect to hydroelectric projects, the Federal Power Act may require the appropriation of a portion of the earnings therefrom. At March 31, 1995 approximately $13.8 million of retained earnings were restricted as to payment of dividends on common stock. 4. COMMITMENTS AND CONTINGENCIES: With respect to commitments at March 31, 1995, reference is made to Note 10 of Notes to Consolidated Financial Statements appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. No significant changes have occurred with respect to those matters as reported therein. Contingencies at March 31, 1995 are as follows: A. Nuclear Insurance The Price-Anderson Indemnification Act, which deals with the Company's public liability for a nuclear incident, currently establishes the liability limit for third-party claims associated with any nuclear incident at $8.9 billion. Each reactor licensee is currently liable for up to $79.3 million per reactor owned for each nuclear incident occurring at any reactor in the United States, provided that not more than $10 million of the liability per reactor would be assessed per year. The Company's maximum assessment, based on its two- thirds ownership of Summer Station, would be approximately $52.9 million per incident but not more than $6.7 million per year. 7 The Company currently maintains policies (for itself and on behalf of the PSA) with Nuclear Electric Insurance Limited (NEIL) and American Nuclear Insurers (ANI) providing combined property and decontamination insurance coverage of $1.4 billion for any losses in excess of $500 million pursuant to existing primary coverages (with ANI) on Summer Station. The Company pays annual premiums and, in addition, could be assessed a retroactive premium not to exceed 7 1/2 times its annual premium in the event of property damage loss to any nuclear generating facilities covered by NEIL. Based on the current annual premium, this retroactive premium would not exceed $8.2 million. To the extent that insurable claims for property damage, decontamination, repair and replacement and other costs and expenses arising from a nuclear incident at Summer Station exceed the policy limits of insurance, or to the extent such insurance becomes unavailable in the future, and to the extent that the Company's rates would not recover the cost of any purchased replacement power, the Company will retain the risk of loss as a self-insurer. The Company has no reason to anticipate a serious nuclear incident at Summer Station. If such an incident were to occur, it could have a materially adverse impact on the Company's financial position. B. Environmental The Company has an environmental assessment program to identify and assess current and former operations sites that could require environmental cleanup. As site assessments are initiated, an estimate is made of the amount of expenditures, if any, necessary to investigate and clean up each site. These estimates are refined as additional information becomes available; therefore actual expenditures could significantly differ from the original estimates. Amounts estimated and accrued to date for site assessment and cleanup relate primarily to regulated operations; such amounts have been deferred (approximately $19.3 million) and are being amortized and recovered through rates over a ten-year period for electric operations and an eight-year period for gas operations. In September 1992 the Environmental Protection Agency (EPA) notified SCE&G, the City of Charleston and the Charleston Housing Authority of their potential liability for the investigation and cleanup of the Calhoun Park Area Site in Charleston, South Carolina. This site originally encompassed approximately 18 acres and included properties which were the locations for industrial operations, including a wood preserving (creosote) plant and one of SCE&G's decommissioned manufactured gas plants. The original scope of this investigation has been expanded to approximately 30 acres including adjacent properties owned by the National Park Service and the City of Charleston, and private properties. The site has not been placed on the National Priority List, but may be added before cleanup is initiated. The potentially responsible parties (PRP) have agreed with the EPA to participate in an innovative approach to site investigation and cleanup called "Superfund Accelerated Cleanup Model," allowing the pre-cleanup site investigations process to be compressed significantly. The PRPs have negotiated an administrative order by consent for the conduct of a Remedial Investigation/Feasibility Study (RI/FS) and a corresponding Scope of Work. Actual field work began November 1, 1993 after final approval and authorization was granted by EPA. SCE&G is also working with the City of Charleston to investigate potential contamination from the manufactured gas plant which may have migrated to the city's aquarium site. In 1994 the City of Charleston notified SCE&G that it considers SCE&G to be responsible for a $43.5 million increase in costs of the aquarium project attributable to delays resulting from contamination of the Calhoun Park area site. SCE&G believes it has meritorious defenses against this claim and does not expect its resolution to have a material impact on its financial position or future results of operations. 8 SOUTH CAROLINA ELECTRIC & GAS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Material Changes in Capital Resources and Liquidity From December 31, 1994 to March 31, 1995 Competition The electric utility industry has begun a major transition that could lead to expanded market competition and less regulatory protection. Future deregulation of electric wholesale and retail markets will create opportunities to compete for new and existing customers and markets. As a result, profit margins and asset values of some utilities could be adversely affected. The pace of deregulation, the future market price of electricity, and the regulatory actions which may be taken by the Public Service Commission of South Carolina (PSC) in response to the changing environment cannot be predicted. However, the Company is aggressively pursuing actions to position itself strategically for the transformed environment. Liquidity and Capital Resources The cash requirements of the Company arise primarily from its operational needs and construction program. The ability of the Company to replace existing plant investment, as well as to expand to meet future demands for electricity and gas, will depend upon its ability to attract the necessary financial capital on reasonable terms. The Company recovers the costs of providing services through rates charged to customers. Rates for regulated services are based on historical costs. As customer growth and inflation occur and the Company expands its construction program it is necessary to seek increases in rates. As a result the Company's future financial position and results of operations will be impacted by its ability to obtain adequate and timely rate relief. The following table summarizes how the Company generated funds for its utility property additions and construction expenditures during the three months ended March 31, 1995 and 1994: Three Months Ended March 31, 1995 1994 (Thousands of Dollars) Net cash provided from operating activities $ 53,162 $ 50,008 Net cash provided from financing activities 24,036 66,895 Cash and temporary cash investments available at the beginning of the period 346 193 Net cash available for utility property additions and construction expenditures $ 77,544 $117,096 Funds used for utility property additions and construction expenditures, net of noncash allowance for funds used during construction $ 77,537 $106,912 On April 5, 1995 the Company issued $100 million of First Mortgage Bonds, 7 5/8% series due April 1, 2025 to repay short-term borrowings. The Company anticipates that the remainder of its 1995 cash requirements will be met primarily through internally generated funds, sales of additional securities, additional equity contributions from SCANA and the incurrence of additional short- term and long-term indebtedness. The timing and amount of such financings will depend upon market conditions and other factors. The ratio of earnings to fixed charges for the twelve months ended March 31, 1995 was 3.33. The Company expects that it has or can obtain adequate sources of financing to meet its cash requirements for the next twelve months and for the foreseeable future. 9 SOUTH CAROLINA ELECTRIC & GAS COMPANY Results of Operations For the Three Months Ended March 31, 1995 As Compared to the Corresponding Period in 1994 Earnings and Dividends Net income of $45.2 million for the three months ended March 31, 1995 was approximately equal to net income for the corresponding period in 1994. Increase in electric and gas margins were offset by increases in fixed operating costs. AFC is a utility accounting practice whereby a portion of the cost of both equity and borrowed funds used to finance construction (which is shown on the balance sheet as construction work in progress) is capitalized. Both the equity and the debt portions of AFC are noncash items of nonoperating income which have the effect of increasing reported net income. AFC represented approximately 7% and 5% of income before income taxes for the three months ended March 31, 1995 and 1994, respectively. On February 14, 1995 the Company's Board of Directors authorized the payment of a dividend on common stock of $28,563,836 for the quarter ended March 31, 1995. The dividend was paid on April 1, 1995 to SCANA Corporation, the Company's parent. On April 27, 1995, the Company's Board of Directors authorized the payment of a dividend on common stock of $29,700,000 for the quarter ended June 30, 1995. The dividend is payable on July 1, 1995 to SCANA Corporation , the Company's parent. Sales Margins The change in the electric sales margin for the three months ended March 31, 1995, when compared to the corresponding period in 1994, was as follows: Three Months Change % Change (Millions) Electric operating revenues $(4.3) (1.8) Less: Fuel used in electric generation (4.9) (12.0) Purchased power (4.0) (14.0) Margin $ 4.6 2.8 The electric sales margin increased for the three months ended March 31, 1995 compared to the corresponding period in 1994. The combined impact of improved economic conditions which resulted in increased electric sales to commercial and industrial customers and the base rate increase received by SCE&G in mid-1994 more than offset the negative impact of milder weather experienced during the first quarter of 1995. The change in the gas sales margin for the three months ended March 31, 1995, when compared to the corresponding period in 1994, was as follows: Three Months Change % Change (Millions) Gas operating revenues $(0.3) (0.4) Less: Gas purchased for resale (1.7) (3.8) Margin $ 1.4 4.1 10 The increase in the gas sales margin for the three months reflects increases in interruptible industrial sales. Other Operating Expenses Increases (decreases) in other operating expenses, including taxes, for the three months ended March 31, 1995 compared to the corresponding period in 1994 are presented in the following table: Three Months Change % Change (Millions) Other operation and maintenance $ - - Depreciation and amortization 1.0 3.8 Income taxes (.6) (2.1) Other taxes 1.9 10.9 Total $ 2.3 1.7 Other operation and maintenance expenses for the three months ended March 31, 1995 remained at 1994 levels overall with increases in some operation costs offset by lower maintenance costs related to plant outages. The depreciation and amortization increases for the three months reflect additions to plant in service. The increase in other taxes reflects higher property taxes resulting from higher millages and assessments and higher payroll taxes. Interest Charges Interest expense, excluding the debt component of AFC, for the three months ended March 31, 1995 increased $5.1 million, when compared to the corresponding period of 1994. The increase is due primarily to the issuance of additional debt, including commercial paper, during the latter part of 1994 and early 1995. 11 SOUTH CAROLINA ELECTRIC & GAS COMPANY Part II OTHER INFORMATION Item 1. Legal Proceedings For information regarding legal proceedings see Note 2 "Rate Matters" and Note 4 "Commitments and Contingencies" of Notes to Consolidated Financial Statements. Items 2, 3, 4 and 5 are not applicable. Item 6. Exhibits and Reports on Form 8-K A. Exhibits Exhibits filed with this Quarterly Report on Form 10-Q are listed in the following Exhibit Index. Certain of such exhibits which have heretofore been filed with the Securities and Exchange Commission and which are designated by reference to their exhibit numbers in prior filings are hereby incorporated herein by reference and made a part hereof. B. Reports on Form 8-K None 12 SOUTH CAROLINA ELECTRIC & GAS COMPANY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SOUTH CAROLINA ELECTRIC & GAS COMPANY (Registrant) May 11, 1995 By: s/Jimmy E. Addison Jimmy E. Addison Vice President and Controller (Principal Accounting Officer) 13 SOUTH CAROLINA ELECTRIC & GAS COMPANY Sequentially EXHIBIT INDEX Numbered Number Pages 2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession Not Applicable 3. Articles of Incorporation and By-Laws A. Restated Articles of Incorporation of the Company as adopted on December 15 9, 1993 (Exhibit 3-A to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3375)...................... # B. Articles of Amendment, dated June 7, 1994, filed June 9, 1994 (Exhibit 3-B to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3375) C. Articles of Amendment, dated November 9, 1994 (Exhibit 3-C to Form 10-K for the year ended December 31, 1994, File No. 1-3375)....................... # D. Articles of Amendment, dated December 9, 1994 (Exhibit 3-D to Form 10-K for the year ended December 31, 1994, File No. 1-3375)....................... # E. Articles of Correction, dated January 17, 1995 (Exhibit 3-E to Form 10-K for the year ended December 31, 1994, File No. 1-3375)....................... # F. Articles of Amendment, dated January 13, 1995 (Exhibit 3-F to Form 10-K for the year ended December 31, 1994, File No. 1-3375)....................... # G. Articles of Amendment, dated March 30, 1995 (Filed herewith).......................................... 17 H. Copy of By-Laws of the Company as revised and amended thru December 15, 1993 (Exhibit 3-AZ to Form 10-K for the year ended December 31, 1993, File No. 1-3375).......................................... # 4. Instruments Defining the Rights of Security Holders, Including Indentures A. Indenture dated as of January 1, 1945, from the South Carolina Power Company (the "Power Company") to Central Hanover Bank and Trust Company, as Trustee, as supplemented by three Supplemental Indentures dated respectively as of May 1, 1946, May 1, 1947 and July 1, 1949 (Exhibit 2-B to Registration No. 2-26459).................................. # B. Fourth Supplemental Indenture dated as of April 1, 1950, to Indenture referred to in Exhibit 4A, pursuant to which the Company assumed said Indenture (Exhibit 2-C to Registration No. 2-26459)........ # C. Fifth through Fifty-second Supplemental Indentures to Indenture referred to in Exhibit 4A dated as of the dates indicated below and filed as exhibits to the Registration Statements and 1934 Act reports whose file numbers are set forth below................................................ # December 1, 1950 Exhibit 2-D to Registration No. 2-26459 July 1, 1951 Exhibit 2-E to Registration No. 2-26459 June 1, 1953 Exhibit 2-F to Registration No. 2-26459 June 1, 1955 Exhibit 2-G to Registration No. 2-26459 November 1, 1957 Exhibit 2-H to Registration No. 2-26459 September 1, 1958 Exhibit 2-I to Registration No. 2-26459 September 1, 1960 Exhibit 2-J to Registration No. 2-26459 # Incorporated herein by reference as indicated. 14 SOUTH CAROLINA ELECTRIC & GAS COMPANY Sequentially EXHIBIT INDEX Numbered Number Pages 4. (Continued) June 1, 1961 Exhibit 2-K to Registration No. 2-26459 December 1, 1965 Exhibit 2-L to Registration No. 2-26459 June 1, 1966 Exhibit 2-M to Registration No. 2-26459 June 1, 1967 Exhibit 2-N to Registration No. 2-29693 September 1, 1968 Exhibit 4-O to Registration No. 2-31569 June 1, 1969 Exhibit 4-C to Registration No. 33-38580 December 1, 1969 Exhibit 4-Q to Registration No. 2-35388 June 1, 1970 Exhibit 4-R to Registration No. 2-37363 March 1, 1971 Exhibit 2-B-17 to Registration No. 2-40324 January 1, 1972 Exhibit 4-C to Registration No. 33-38580 July 1, 1974 Exhibit 2-A-19 to Registration No. 2-51291 May 1, 1975 Exhibit 4-C to Registration No. 33-38580 July 1, 1975 Exhibit 2-B-21 to Registration No. 2-53908 February 1, 1976 Exhibit 2-B-22 to Registration No. 2-55304 December 1, 1976 Exhibit 2-B-23 to Registration No. 2-57936 March 1, 1977 Exhibit 2-B-24 to Registration No. 2-58662 May 1, 1977 Exhibit 4-C to Registration No. 33-38580 February 1, 1978 Exhibit 4-C to Registration No. 33-38580 June 1, 1978 Exhibit 2-A-3 to Registration No. 2-61653 April 1, 1979 Exhibit 4-C to Registration No. 33-38580 June 1, 1979 Exhibit 4-C to Registration No. 33-38580 April 1, 1980 Exhibit 4-C to Registration No. 33-38580 June 1, 1980 Exhibit 4-C to Registration No. 33-38580 December 1, 1980 Exhibit 4-C to Registration No. 33-38580 April 1, 1981 Exhibit 4-D to Registration No. 33-49421 June 1, 1981 Exhibit 4-D to Registration No. 2-73321 March 1, 1982 Exhibit 4-D to Registration No. 33-49421 April 15, 1982 Exhibit 4-D to Registration No. 33-49421 May 1, 1982 Exhibit 4-D to Registration No. 33-49421 December 1, 1984 Exhibit 4-D to Registration No. 33-49421 December 1, 1985 Exhibit 4-D to Registration No. 33-49421 June 1, 1986 Exhibit 4-D to Registration No. 33-49421 February 1, 1987 Exhibit 4-D to Registration No. 33-49421 September 1, 1987 Exhibit 4-D to Registration No. 33-49421 January 1, 1989 Exhibit 4-D to Registration No. 33-49421 January 1, 1991 Exhibit 4-D to Registration No. 33-49421 February 1, 1991 Exhibit 4-D to Registration No. 33-49421 July 15, 1991 Exhibit 4-D to Registration No. 33-49421 August 15, 1991 Exhibit 4-D to Registration No. 33-49421 April 1, 1993 Exhibit 4-E to Registration No. 33-49421 July 1, 1993 Exhibit 4-D to Registration No. 33-57955 D. Indenture dated as of April 1, 1993 from South Carolina Electric & Gas Company to NationsBank of Georgia, National Association (Filed as Exhibit 4-F to Registration Statement No. 33-49421)...................................... # E. First Supplemental Indenture to Indenture referred to in 4-D dated as of June 1, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-49421)...................... # F. Second Supplemental Indenture to Indenture referred to in 4-D dated as of June 15, 1993 (Filed as Exhibit 4-G to Registration Statement No. 33-57955) ..................... # 10. Material Contracts Not Applicable 11. Statement Re Computation of Per Share Earnings Not Applicable # Incorporated herein by reference as indicated. 15 SOUTH CAROLINA ELECTRIC & GAS COMPANY Exhibit Index (Continued) Number 15. Letter Re Unaudited Interim Financial Information Not Applicable 18. Letter Re Change in Accounting Principles Not Applicable 19. Report Furnished to Security Holders Not Applicable 22. Published Report Regarding Matters Submitted to Vote of Security Holders Not Applicable 23. Consents of Experts and Counsel Not Applicable 24. Power of Attorney Not Applicable 27. Financial Data Schedule (Filed herewith) 99. Additional Exhibits Not Applicable 16 EX-3 2 Exhibit 3-G STATE OF SOUTH CAROLINA SECRETARY OF STATE ARTICLES OF AMENDMENT Pursuant to Section 33-10-196 of the 1976 South Carolina Code, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: 1. The name of the Corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY. 2. On , the corporation adopted the following Amendment(s) of its Articles of Incorporation: NOT APPLICABLE 3. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (a) The number of redeemable shares of the Corporation reacquired by redemption or purchase is 35,515 itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($100 par value) 7.70% 260 Cumulative Preferred Stock ($100 par value) 8.12% 49 Cumulative Preferred Stock ($50 par value) 8.72% 31,971 Cumulative Preferred Stock ($50 par value) 9.40% 35 Cumulative Preferred Stock ($50 par value) 6.00% 3,200 (b) The aggregate number of issued shares of the Corporation after giving effect to such cancellation is 41,405,603, itemized as follows: Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 2,334 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 83,200 Cumulative Preferred Stock ($50 par value) 9.40% 190,210 Cumulative Preferred Stock ($100 par value) 8.12% 126,786 Cumulative Preferred Stock ($100 par value) 7.70% 89,724 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 95,985 Common Stock ($4.50 par value) 40,296,147 41,405,603 (c) The amount of the stated capital of the Corporation after giving effect to such cancellation is $257,514,361.50. (d) The number of shares which the Corporation has authority to issue after giving effect to such cancellation is 55,502,283, itemized as follows: 17 Class Series No. of Shares Cumulative Preferred Stock ($50 par value) 5% 125,209 Cumulative Preferred Stock ($50 par value) 4.60% 2,334 Cumulative Preferred Stock ($50 par value) 4.50% 19,088 Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 28,052 Cumulative Preferred Stock ($50 par value) 5.125% 73,000 Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 78,200 Cumulative Preferred Stock ($50 par value) 6% 83,200 Cumulative Preferred Stock ($50 par value) 9.40% 190,210 Cumulative Preferred Stock ($100 par value) 8.12% 126,786 Cumulative Preferred Stock ($100 par value) 7.70% 89,724 Cumulative Preferred Stock ($100 par value) 8.40% 197,668 Cumulative Preferred Stock ($50 par value) 8.72% 95,985 Serial Preferred Stock ($50 par value) (1 vote) 449,790 Serial Preferred Stock ($100 par value) (1 vote) 1,335,822 Serial Preferred Stock ($25 par value) (1/4 vote) 2,000,000 Serial Preferred Stock ($50 par value) (1/2 vote) 604,015 Common Stock ($4.50 par value) 50,000,000 55,499,083 4. (a) / / Amendment(s) adopted by shareholder action. At the date of adoption of the amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was: Number of Number of Number of Votes Number of Undisputed Voting Outstanding Votes Entitled Represented at Shares Voted Group Shares to be Cast the meeting For Against (b) / X / The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code, as amended, and shareholder action was not required. 5. Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b)). Date March 30, 1995 SOUTH CAROLINA ELECTRIC & GAS COMPANY By: K. B. Marsh Secretary 18 EX-27 3
UT THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1995 AND THE CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS AND OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1994 MAR-31-1995 PER-BOOK 3,047,394 11,903 252,849 319,308 0 3,631,454 181,333 640,587 339,353 1,161,273 47,763 26,027 1,269,060 99,680 0 0 34,120 2,338 0 0 991,193 3,631,454 308,759 25,875 215,695 241,570 67,189 2,269 69,458 24,209 45,249 (1,434) 43,815 28,563 0 53,162 0 0
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